Minutes To be Confirmed

This meeting of the Board of Directors of the Toronto Atmospheric Fund was conducted with members participating in person and remotely.

The Board of Directors of the Toronto Atmospheric Fund:

1.  Approved the proposed new content to be inserted into Amended By-law No. 1-2022 with the subsequent sections re-numbered accordingly, as presented in Revised Attachment 1 to the report (November 6, 2024) from the Chief Executive Officer, Toronto Atmospheric Fund.

2.  Presented the amended By-law No. 1-2022 to the Members of the Toronto Atmospheric Fund for their confirmation.

This report recommends an amendment to Toronto Atmospheric Fund’s By-law No. 1-2022, reintroducing the authority to borrow.

The Board of Directors of the Toronto Atmospheric Fund received the item for information.

The Chief Executive Officer gave an overview of the Chief Executive Officer's Report.

This report provides an update on Toronto Atmospheric Fund initiatives with regard to Governance Matters, Staff and Operational Matters, and Strategic Programs.

The Board of Directors of the Toronto Atmospheric Fund:

1. Approved the Resolutions of the Directors as presented in Attachment 1 to the report (November 6, 2024) from the Chief Executive Officer, Toronto Atmospheric Fund.

The Toronto Atmospheric Fund secured a loan and grant from the Federation of Canadian Municipalities Green Municipal Fund which will be used to support the retrofit of building(s) described in Item TA8.19 – Direct Investment Request Update: 2020.A, on the November 21, 2024 Board Agenda. A combined loan and grant agreement was signed August 22, 2018, and subsequently amended July 2021 and April 2024. The proposed Resolution ratifies, approves, confirms and authorizes the execution and delivery of the Agreement and its current and any subsequent amendments by the designated signatory/ies.

The Board of Directors of the Toronto Atmospheric Fund:

1. Amended Section 4(d) to Attachment 1 to the report (November 19, 2024) from the Chief Executive Officer, Toronto Atmospheric Fund so it reads as follows:

d. Approving and implementing any Direct Investment pursuant to the terms of a Delegation Resolution and, in doing so, its determinations will then be taken as the determination of the Board on those matters. In making such determinations as to whether the terms and/or conditions of a Delegation Resolution have been met, the Direct Investment Committee may act upon the information provided to it by TAF. Matters regarding which the Direct Investment Committee does not or cannot make any required assessment or determination in whole or in part shall be referred back to the Board. 

2. Approved the proposed changes to the Direct Investment Committee Terms of Reference as presented in Attachment 1 to the report (November 19, 2024) from the Chief Executive Officer, Toronto Atmospheric Fund, as amended by Part 1 above.

This report recommends updating and amending the Terms of Reference for the Toronto Atmospheric Fund’s Direct Investment Committee to clarify the scope, process, roles and responsibilities when matters are delegated to the Committee by the Toronto Atmospheric Fund Board.

The Board of Directors of the Toronto Atmospheric Fund:

1.  Appointed the individuals listed in Confidential Attachment 1 to the report (November 6, 2024) from the Chief Executive Officer, Toronto Atmospheric Fund as Chair of the Grants and Programs Committee and Direct Investment Committee.

2.  Instructed the City Clerk to make the appointee names public once appointed by the Board.

The names of the individuals appointed to as Chairs of the Grants and Programs Committee and Direct Investment Committee are now public as follows:

Grants and Programs Committee

Dan Zilnik

Direct Investment Committee

Wayne Miranda

This report recommends appointment of the Chair of the Toronto Atmospheric Fund’s Grants and Programs Committee and the Chair of Toronto Atmospheric Fund’s Direct Investment Committee. Both are Board members as required by Toronto Atmospheric Fund’s By-law.

The Board of Directors of the Toronto Atmospheric Fund:

1. Approved the following meeting dates:

-  February 18, 2025, at 9:30 a.m.

-  Friday, April 29, 2025, at 9:30 a.m.

-  July 18, 2025, at 9:30 a.m.

-  November 24, 2025, at 9:30 a.m.

In accordance with the Procedural By-law for Meetings of the Board of Directors of the Toronto Atmospheric Fund, the Chair, in consultation with the City Clerk, determines the place, day and hour of its regular Meetings and the schedule of those Meetings shall be publicly available by the beginning of each calendar year, or as soon as possible following the beginning of a new term of Council.

City Council on July 24 and 25, 2024, approved the 2025 schedule of meetings for City Council and its Committees. The schedule of meetings for Board of Directors of the Toronto Atmospheric Fund has been developed to avoid dates, whenever possible, that conflict with the approved City Council schedule; and to avoid days of cultural or religious significance.

The following meeting dates are proposed for 2025. The date in April will also be TAF’s Annual General Meeting.

-  February 18, 2025, at 9:30 a.m.

-  Friday, April 29, 2025, at 9:30 a.m.

-  July 18, 2025, at 9:30 a.m.

-  November 25, 2025, at 9:30 a.m.

The Board of Directors of the Toronto Atmospheric Fund:

1.  Approved the 2025 Consolidated Operating Budget as presented in Attachment 1 to the report (November 6, 2024) from the Director, Finance, Toronto Atmospheric Fund.

Toronto Atmospheric Fund’s 2025 Operating Budget is presented for Board consideration and approval. This is a balanced and self-financed budget, with zero impact on the City’s budget. Revenue for 2025 has been budgeted based on a projected annual return on the marketable securities portfolio which the Investment Committee considers appropriate; the expected returns on the current book of direct investments and estimated return on additional direct investments during the course of the year; and committed external funding.  Expenditures budgeted for 2025 are based on the projected revenues including investment proceeds and external funds, with attention to the minimum grant and maximum administrative expense requirements and compliance with the Payout Ratio established to protect the endowments. The 2025 Annual Plan with detail on the objectives and activities for advancing climate solutions for the Greater Toronto and Hamilton Area (GTHA) will be crafted in keeping with the approved 2025 Operating Budget and presented to the Board at the first meeting of 2025.

The Board of Directors of the Toronto Atmospheric Fund received the item for information.

The unaudited financial results for two three-month periods ended June 30, 2024, and September 30, 2024 (Second Quarter and Third Quarter) are provided in Attachments 1 and 2.

The Board of Directors of the Toronto Atmospheric Fund received the item for information.

Minutes of the Grants and Programs Committee Meeting held October 31, 2024.

The Board of Directors of the Toronto Atmospheric Fund:

1.  Approved the following grants to be funded from the endowments indicated:

a. $318,970 over 24 months (from the Toronto, Ontario and Canada endowments) to Canadian Environmental Law Association to help ensure that an equitable framework is utilized in designing and implementing the City of Toronto's Building Emissions Performance Standards;

b. $109,500 over 18 months (from the Toronto, Ontario and Canada endowments) to Toronto Environmental Alliance to help ensure that effective and equitable Building Emissions Performance Standards are approved by Toronto City Council;

c. $100,375 over 12 months (from the Toronto and Canada endowments only) to MaRS Discovery District to quantify the local and system-level impacts of data centre expansion in terms of power, energy, and emissions, and explore potential solutions to reduce those impacts both for new and existing facilities, subject to the following conditions:

i. Toronto Atmospheric Fund funding be contingent on MaRS securing at least $100,375 in additional funding from external sources; and

ii.  Confirmed participation on the Advisory Committee of at least one local distribution company from the Greater Toronto and Hamilton Area whose service territory is expected to see major data centre growth; and

d. $50,000 over 12 months (from the Toronto, Ontario and Canada endowments) to Town of East Gwillimbury to undertake a full update of East Gwillimbury's Thinking Green Development Standards that aligns with other municipalities while supporting local development.

2.  Declined two grant requests with a total value of $583,266. These are summarized in Confidential Attachment 1 to the report (November 6, 2024) from the Senior Grants Manager, Toronto Atmospheric Fund.

3.  Approved the allocation of $244,388 over three months (first quarter of 2025) to support the Toronto Atmospheric Fund programs as outlined below and to be funded from Canada, Ontario, and Toronto endowments except where otherwise indicated:

a.  Accelerating EV uptake: $18,750 to expand the availability of affordable public EV charging;

b.  Accelerating Net-Zero Ready New Construction: $25,000 to progressively strengthen codes and standards across the Greater Toronto and Hamilton Area and advance supportive policy frameworks to ensure all new construction is net-zero ready by 2030;

c.  Accelerating Net-Zero Electricity: $42,500 to scale adoption of local energy solutions and clean electricity supply in support of the Greater Toronto and Hamilton Area’s Transition to a net-zero grid;

d.  Retrofit Accelerator: $63,625 to build the market for deep retrofits by collaborating with leading building operators and leading industry solutions providers to deliver deeper retrofits faster and more cost effectively;

e.  Impact Investing: $21,250 to support prudent investments in impact-first projects/companies that are aligned with focus area initiatives, strategic directions and maintain management and compliance of the Toronto Atmospheric Fund’s investment portfolio;

f.  Climate Policy: $12,500 (from Canada and Toronto endowments only) to be an effective and influential advocate for urban climate policy with all three levels of government in an election year with potential legal threats to core policy mechanisms (GDS);

g.  Grants: $8,375 to build the internal and community capacity needed to support effective design and delivery of the Toronto Atmospheric Fund-funded initiatives;

h.  Research and Innovation: $14,000 to deliver critical insights and evaluation to support advancement of climate priorities; provide research leadership and support to the Toronto Atmospheric Fund teams;

i.  Communications and Campaigns: $9,000 to increase the Toronto Atmospheric Fund’s overall audience reach while maintaining our high engagement levels towards all focus area priorities;

j.  Program Development: $2,500 to identify new insights and opportunities for the Toronto Atmospheric Fund programming; and

k.  Program Support: $26,888 to ensure programs have sufficient operational and admin resources for delivery.

4.  Directed that the confidential information contained in Confidential Attachment 1 to the report (November 6, 2024) from the Senior Grants Manager, Toronto Atmospheric Fund remain confidential in its entirety, as it contains financial information, supplied in confidence to The Atmospheric Fund, which, if disclosed, could reasonably be expected to prejudice significantly the competitive position or interfere significantly with the contractual or other negotiations of a person, group of persons, or organization.

This report recommends approval of four grants with a combined value of $578,845 and the allocation of $244,388 over three months (First Quarter of 2025) to support the Toronto Atmospheric Fund programs.

The Board of Directors of the Toronto Atmospheric Fund received the item for information

Draft Minutes of the Investment Committee meeting held September 12, 2024

The Board of Directors of the Toronto Atmospheric Fund received the item for information.

Minutes of the Direct Investment Committee meeting held July 11, 2024

The Board of Directors of the Toronto Atmospheric Fund received the item for information.

Draft Minutes of the Direct Investment Committee meeting held October 29, 2024

The Board of Directors of the Toronto Atmospheric Fund received the item for information.

Draft Minutes of the Direct Investment Committee meeting held November 6, 2024.

The Board of Directors of the Toronto Atmospheric Fund:

1.  Approved an investment of up to $1.65 million via project financing agreements, and subject to:

a. acceptance of the Toronto Atmospheric Fund’s application for grant funding;

b. individual building upgrades contracted under terms and conditions not materially different to the Letters of Intent entered into by the building representatives as part of the grant application;

c. a total Program Internal Rate of Return being above a 10 percent minimum target rate; and

d. Legal Review. 

2.   Approved financing the upfront cost of working capital expenses which are recoverable through grant funding.

3.  Directed the Vice President, Impact Investing to implement the investment subject to the satisfaction of the Toronto Atmospheric Fund’s solicitor. 

4.  Directed that the confidential information contained in Confidential Attachment 1 to the report (November 6, 2024) from the Vice President, Impact Investing, Toronto Atmospheric Fund remain confidential in its entirety, as it contains commercial and financial information supplied in confidence to the Toronto Atmospheric Fund which, if disclosed, could reasonably be expected to prejudice significantly the competitive position or interfere significantly with the contractual or other negotiations of a person, group of persons, or organization.

The Director, Strategy and Grants gave a presentation on Accelerating EV-readiness in multi-family buildings

The Direct Investment Committee (DC) recommends an investment of up to $1,650,000 to finance Multi-Unit Residential Building (MURB) upgrades for comprehensive Electric Vehicle (EV) charging, referred to here as ‘The Program’. The investment will occur as project financing agreements with 11 Multi-Unit Residential Buildings, previously identified with conditions set out in signed Letters of Intent (LOIs). This project builds on the Toronto Atmospheric Fund’s previous experience delivering the EV Station Fund and prior work contracted with Dunsky Energy + Climate Advisors and is expected to showcase the value of Multi-Unit Residential Buildings undertaking comprehensive EV charging upgrades. This Program is strongly aligned with TAF’s Accelerating EV Uptake focus area while also associated with our Accelerating Building Retrofits focus area. Over a 20-year period, the Green House Gas emissions reduction is an estimated potential 1,956,087 CO2e, the proposed allocation complies with the Toronto Atmospheric Fund’s investment policy and target portfolio.

The Board of Directors of the Toronto Atmospheric Fund:

1.  Approved an investment of up to $1,000,000 as a convertible debenture, subject to the terms and conditions outlined by the Direct Investment Committee and set out in the Confidential Attachment 1 to the report (November 6, 2024) from the Vice President, Impact Investing, Toronto Atmospheric Fund.

2.  Directed the Vice President, Impact Investing to implement the investment subject to the satisfaction of the Toronto Atmospheric Fund’s solicitor.

3. Directed that the confidential information contained in Confidential Attachment 1 the to the report (November 6, 2024) from the Vice President, Impact Investing, Toronto Atmospheric Fund remain confidential in its entirety, as it contains commercial and financial information, supplied in confidence to the Toronto Atmospheric Fund, which, if disclosed, could reasonably be expected to significantly prejudice the competitive position or interfere significantly with the contractual or other negotiations of a person, group of persons, or organization.

The Direct Investment Committee (DC) recommends an investment of up to $1,000,000 in a company providing specialized turnkey solutions for fleet managers to transition to zero emission vehicles. The investment is in the form of 24-month Convertible Debenture with a conversion option based on the valuation of next round of financing less a 20 percent discount. This is a bridge financing, ahead of the Company’s planned Series B raise and will support the continued operations of the Company as it expands its geographic presence in Canada and the US. Due diligence demonstrates the investment is strongly aligned with the Toronto Atmospheric Fund’s mandate and Accelerating Electric Vehicle (EV) Uptake focus area. This proposed allocation complies with the Toronto Atmospheric Fund’s investment policy and target portfolio.

The Board of Directors of the Toronto Atmospheric Fund:

1.  Approved an investment of up to $500,000 in Limited Partnership (LP) Units into the Fund, subject to the terms and conditions outlined by the Direct Investment Committee and set out in the Confidential Attachment 1 to the report (November 6, 2024) from the Vice President, Impact Investing, Toronto Atmospheric Fund.

2.  Directed the Vice President, Impact Investing to implement the investment subject to the satisfaction of the Toronto Atmospheric Fund’s solicitor.

3.  Directed that the confidential information contained in Confidential Attachment 1 to the report (November 6, 2024) from the Vice President, Impact Investing, Toronto Atmospheric Fund remain confidential in its entirety, as it contains commercial and financial information, supplied in confidence to the Toronto Atmospheric Fund, which, if disclosed, could reasonably be expected to significantly prejudice the competitive position or interfere significantly with the contractual or other negotiations of a person, group of persons, or organization.

The Direct Investment Committee (DC) recommends an investment of up to $500,000 into a sustainable property technology (PropTech) fund (referred to here as ‘the Fund’). The Fund makes direct equity investments into early-stage sustainable PropTech companies aligned with the Toronto Atmospheric Fund’s net-zero construction and retrofit focus areas.

The Board of Directors of the Toronto Atmospheric Fund:

1.  Approved an investment of up to $500,000 in Class A units, subject to the terms and conditions outlined by the Direct Investment Committee as set out in the Confidential Attachment 1 to the report (November 6, 2024) from the Vice President, Impact Investing, Toronto Atmospheric Fund.

2.  Directed the Vice President, Impact Investing to implement the investment subject to the satisfaction of the Toronto Atmospheric Fund’s solicitor.

3.  Directed that the confidential information contained in Confidential Attachment 1 to the report (November 6, 2024) from the Vice President, Impact Investing, Toronto Atmospheric Fund remain confidential in its entirety, as it contains commercial and financial information, supplied in confidence to the Toronto Atmospheric Fund, which, if disclosed, could reasonably be expected to significantly prejudice the competitive position or interfere significantly with the contractual or other negotiations of a person, group of persons, or organization.

The Direct Investment Committee (DC) recommends an investment of up to $500,000 in an impact focused private credit fund that executes credit investments in high-growth, sustainability-focused companies spanning clean energy, agriculture and health themes. The investment supports diversification of the Toronto Atmospheric Fund's investment portfolio through investments in debt instruments that provide regular cash flow through interest payments. This proposed investment complies with the Toronto Atmospheric Fund’s investment policy and target portfolio.

The Board of Directors of the Toronto Atmospheric Fund:

1.  Confirmed approval of an investment of up to $2,841,800 subject to the revised investment terms and conditions stated in Confidential Attachment 1 to the report (November 6, 2024) from the Vice President, Board of  Toronto Atmospheric Fund, Impact Investing, and outlined by the Direct Investment Committee at its meeting of October 29, 2024.

2.  Directed the Vice President, Impact Investing implement the investment to the satisfaction of the Toronto Atmospheric Fund’s Solicitor.

3.  Directed that the confidential information contained in Confidential Attachment 1 to the report (November 6, 2024) from the Vice President, Impact Investing, Toronto Atmospheric Fund remain confidential in its entirety, as it contains financial information, supplied in confidence to The Atmospheric Fund, which, if disclosed, could reasonably be expected to prejudice significantly the competitive position or interfere significantly with the contractual or other negotiations of a person, group of persons, or organization.

This report recommends confirming approval of an investment originally approved by the Board in 2020 with updated and adjusted terms and conditions given the limited risk of the investment; alignment with the Toronto Atmospheric Fund’s mandate; and financial strength and governance accountability of the Project Recipient.

Announcements

The Chair acknowledged that the Board of Directors of the Toronto Atmospheric Fund was meeting on the traditional territory of many nations including the Mississaugas of the Credit, the Anishnabeg, the Chippewa, the Haudenosaunee and the Wendat peoples and is now home to many diverse First Nations, Inuit and Métis peoples. The Chair also acknowledged that Toronto is covered by Treaty 13 with the Mississaugas of the Credit.

Where the Members of the Board of Directors of the Toronto Atmospheric Fund listed in the attendance for this meeting participated remotely, they were counted for quorum, as permitted by Section 189(4.2) of the City of Toronto Act, 2006 and the Board's Procedures.

Also Present - Non-Members:

Julia Langer, Chief Executive Officer, Toronto Atmospheric Fund

Fatima Crerar, VP, Strategy and Partnerships, Toronto Atmospheric Fund

Jamie Klein, Senior Manager, People and Operations, Toronto Atmospheric Fund

Heather Keachie, Gardiner Roberts LLP

Scott Pasternak, Lawyer, City of Toronto

Meiling Cheng, Senior Financial Planning Analyst, City of Toronto

Bryan Purcell, VP, Strategy and Partnerships, Toronto Atmospheric Fund

Rob Wotten, Director, Finance, Toronto Atmospheric Fund

Kristian Knibutat, Vice President, Impact Investing, Toronto Atmospheric Fund

Ian Klesmer, Director, Strategy and Grants, Toronto Atmospheric Fund

Uzoma Erondu, Senior Manager, Impact Investing, Toronto Atmospheric Fund

David Manzo, Analyst, Impact Investing, Toronto Atmospheric Fund

Tracy Haynes, Manager, Investor Partnerships, Toronto Atmospheric Fund

Rakshith Nagaraj, Junior Analyst, Impact Investing, Toronto Atmospheric Fund

Natalia Enriquez-Goyes, Net-Zero Buildings Research Lead, Toronto Atmospheric Fund

Sadia Khan, Senior Manager, Grants, Toronto Atmospheric Fund

Chris Vincent, Accounting Manager, Toronto Atmospheric Fund

Natasha Mathew, Building Environmental Researcher, Toronto Atmospheric Fund

Sandra Dosen, Communications and Campaigns Coordinator, Toronto Atmospheric Fund

Robert Bon, Technical Services Manager, Toronto Atmospheric Fund